Director election
Authored by Elodie ZENG
Business
Professional Development
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6 questions
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1.
MULTIPLE SELECT QUESTION
45 sec • 1 pt
Generally vote for all non-independent director candidates, unless:
The names and background of representatives of statutory directors are not disclosed
The statutory director is a company shareholder.
There are less than three independent directors sitting on the board.
The board is less than one-third independent.
2.
MULTIPLE SELECT QUESTION
45 sec • 1 pt
When independence level < 1/3 – AGAINST all non-independent nominees with the exception of
CEO
Executive chairman
Vice president
Founder
CFO
3.
MULTIPLE SELECT QUESTION
45 sec • 1 pt
Vote AGAINST the independent director candidates who
are deemed non-independent under ISS classification.
Affiliated with the company’s former auditing partner
Incumbent independent director attendance < 75%
serving more than 6 public boards including the company
has served as an independent director of the company for 3 years
4.
MULTIPLE SELECT QUESTION
45 sec • 1 pt
Reclassify independent director candidates when
current employee or executive of a subsidiary of the company
Was an executive of the company in the past five years
Receives remuneration in any form that is in line with the senior executives of the company
an employee or executive of the company’s significant shareholder
former employee or executive of a wholly-owned affiliates of the company.
Cooling-off period : 5 years
5.
MULTIPLE SELECT QUESTION
45 sec • 1 pt
Reclassify as non-independent (NINED) if the candidate:
Serves on the board for more than 3 consecutive terms, without any explanation
Has conflicting or cross-directorship with executive directors or the executive chairman of the company
Is a founder / co-founder / member of founding family
Served on the board for one term between 2000-2003, resigned and re-elected to serve on the board for two terms between 2006-2011.
6.
MULTIPLE SELECT QUESTION
45 sec • 1 pt
The independent director is considered independent if
confirmation/attestation but no reason for nomination
reason for nomination provided but no confirmation of independence
no confirmation, no rationale
reason for nomination + independence confirmation provided
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